EXHIBIT 3(a)
PRINCIPAL UNDERWRITER'S AGREEMENT
PRINCIPAL UNDERWRITER'S AGREEMENT
IT IS HEREBY AGREED by and between KEYPORT LIFE INSURANCE COMPANY
("INSURANCE COMPANY"), a Rhode Island corporation, on behalf of Variable Account
A (the "Variable Account") and KEYPORT FINANCIAL SERVICES CORP. ("PRINCIPAL
UNDERWRITER"), a Massachusetts corporation, as follows:
I
INSURANCE COMPANY has established, pursuant to Massachusetts Insurance Law,
a separate account designated as the Variable Account A. INSURANCE COMPANY
proposes to issue and sell flexible premium variable annuity contracts and
certificates designated by form number DVA(1) ("Contracts") to the public
through PRINCIPAL UNDERWRITER. Contracts to be sold are more fully described in
the Registration Statement (including the Prospectus and Statement of Additional
Information) hereinafter mentioned.
II
INSURANCE COMPANY appoints PRINCIPAL UNDERWRITER, during the term of this
Agreement, to be the principal underwriter and distributor of Contracts, subject
to the registration requirements of the Securities Act of 1933 and the
Investment Company Act of 1940 applicable to INSURANCE COMPANY and the Variable
Account, and to the provisions of the Securities Exchange Act of 1934 applicable
to PRINCIPAL UNDERWRITER. PRINCIPAL UNDERWRITER will sell and cause to be sold
Contracts under such terms as are agreed to by INSURANCE COMPANY and PRINCIPAL
UNDERWRITER and will make direct sales in its own right to purchasers permitted
to buy such Contracts as specified in the Prospectus, as well as arrange for the
sale of Contracts through other qualified broker-dealers in its capacity as
principal underwriter of such Contracts.
III
PRINCIPAL UNDERWRITER shall be compensated for its distribution services
with respect to Contracts as set forth in the attached Compensation Schedule.
INSURANCE COMPANY has the right to charge back any such compensation under the
conditions stated in such Schedule. Any Compensation Schedule may be changed by
INSURANCE COMPANY as of a specified date, provided such date is at least 30 days
after the date notice of the change is received by PRINCIPAL UNDERWRITER. Any
such change will apply only to purchase payments received by INSURANCE COMPANY
on or after the effective date of the change.
IV
Keyport Financial Services Corp. shall maintain or cause to be maintained
all such required books and records which shall: (a) be maintained in
conformity with all applicable requirements of the Securities Exchange Act of
1934, any other applicable federal or state laws, and the National Association
of Securities Dealers, Inc. ("NASD"), and, to the extent of such requirements,
shall remain property of PRINCIPAL UNDERWRITER; and (b) be subject to
inspection at all times by duly authorized officers, auditors or representatives
of the INSURANCE COMPANY, Securities and Exchange Commission, NASD and
applicable state regulatory agencies.
V
On behalf of the Variable Account, INSURANCE COMPANY shall furnish
PRINCIPAL UNDERWRITER with copies of all Prospectuses, Statements of Additional
Information, sales literature and other documents which PRINCIPAL UNDERWRITER
reasonably requests for use in connection with the distribution of the
Contracts.
VI
PRINCIPAL UNDERWRITER is not authorized to give any information or to make
any representations concerning the Variable Account, INSURANCE COMPANY or the
Contracts other than those contained in the current Registration Statement
(including the Prospectus and Statement of Additional Information) filed with
the Securities and Exchange Commission or in such sales literature as is
authorized by INSURANCE COMPANY.
VII
The parties to this Agreement agree to work together to make certain that
the necessary records, as enumerated in Section IV, above, are maintained and to
render the necessary assistance to one another for the accurate and timely
preparation of such records.
VIII
This Agreement shall be effective January 29, 1996. This Agreement shall
remain in effect unless terminated as hereinafter provided. This Agreement
shall be automatically terminated in the event of its assignment by PRINCIPAL
UNDERWRITER.
This Agreement may be terminated at any time by either party hereto upon
not less than 60 days written notice to the other party.
IX
All notices, requests, demands and other communications under this
Agreement shall be in writing and shall be deemed to have been given on the date
of service if served personally on the party to whom notice is to be given, or
on the date of mailing if sent by certified mail, postage prepaid and properly
addressed.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
signed on their behalf on January 29, 1996 by their respective officers
thereunto duly authorized.
KEYPORT LIFE INSURANCE COMPANY
("INSURANCE COMPANY")
ATTEST: /s/ Xxxxxxxxx X. Love By: /s/ Xxxx X. Xxxxxxxxxx
--------------------- ---------------------------
President
KEYPORT FINANCIAL SERVICES CORP.
("PRINCIPAL UNDERWRITER")
ATTEST: /s/ Xxxxxxxxx X. Love By: /s/ Xxxx X. Xxxxxxxxxx
--------------------- ---------------------------
President
PRINCIPAL UNDERWRITER'S COMPENSATION SCHEDULE FOR
VARIABLE ANNUITY CONTRACTS ("CONTRACTS") ISSUED BY
KEYPORT LIFE INSURANCE COMPANY
REPURSUANT TO VARIABLE ACCOUNT A
This schedule is attached to and part of the Agreement between KEYPORT LIFE
INSURANCE COMPANY ("INSURANCE COMPANY") and KEYPORT FINANCIAL SERVICES CORP.
("PRINCIPAL UNDERWRITER"). The parties hereby agree as follows:
PRINCIPAL UNDERWRITER shall be compensated for its distribution services
with respect to all purchase payments accepted by INSURANCE COMPANY. PRINCIPAL
UNDERWRITER shall receive up to 6.0% of initial purchase payments for the
Contracts and shall receive up to 5.5% of all additional payments after the
initial purchase payment unless, (a) the primary owner (whether or not he or she
is also the annuitant) is over age 75 at the time the payment is received or (b)
the annuitant under a Contract with a non-human primary owner (such as a trust)
is over age 75 at the time the payment is received. If (a) or (b) applies, the
applicable percentage shall be up to 2.75% at ages 76 - 80 and 0.00% (zero) at
any higher age. The actual percentage(s) for purchase payments shall be
determined by INSURANCE COMPANY and PRINCIPAL UNDERWRITER for each broker-dealer
with which PRINCIPAL UNDERWRITER has a distribution agreement (i.e., the
percentages payable to PRINCIPAL UNDERWRITER for purchase payments submitted by
each broker-dealer may be different).
However, INSURANCE COMPANY reserves the right not to pay any compensation
on a purchase payment that represents in whole or in part the surrender on loan
proceeds of any life insurance policy or annuity contract issued by INSURANCE
COMPANY. In the event any Contract is fully or partially surrendered within
twelve contract months of its date of issue, INSURANCE COMPANY will deduct from
any compensation otherwise due PRINCIPAL UNDERWRITER (and PRINCIPAL UNDERWRITER
shall provide for a corresponding return of compensation from the broker-dealer
with which it has a distribution agreement) any compensation amount previously
paid with respect to that Contract as follows: 100% if surrender occurs during
the first six contract months and 50% if surrender occurs during the seventh
through twelfth months. If, after the date of termination of the Agreement, any
amount to be deducted exceeds compensation otherwise due, PRINCIPAL UNDERWRITER
shall promptly pay INSURANCE COMPANY the amount of the excess upon written
demand.
DATE: ______________________ KEYPORT LIFE INSURANCE COMPANY
("INSURANCE COMPANY")
ATTEST: ____________________ By: _________________________________
President
KEYPORT FINANCIAL SERVICES CORP.
("PRINCIPAL UNDERWRITER")
ATTEST: _____________________ By: _________________________________
President
